Exhibit 4.4
Stock Option Agreement Between
the Registrant and Joel Schatz
[SFMT Letterhead]
TO: Joel Schatz
FROM: Thomas M. Davidson
DATE: November 6, 1991
SUBJECT: Board of Directors Compensation Committee Action
On November 5, 1991, the SFMT Compensation Committee of the
Board of Directors met and approved the following actions on your behalf:
1. Salary Increase - Retroactive to November 1, 1991, your
salary will be increased from $84,000 to $92,400 per annum, with the first
installment payable on November 30, 1991.
2. Bonus Payment - On November 30, 1991, you will be issued a
$10,000 bonus payment (less applicable taxes) in partial recognition of your
contributions to SFMT.
3. Stock Options - The Committee awarded you 33,500 stock
options exercisable at $0.80 per share, as follows:
Date Number of Shares
---- ----------------
12/31/91 11,170
12/31/92 11,170
12/31/93 11,160
4. Benefits Owed and Payable at Death - SFMT acknowledges that
any funds or commitments unfulfilled in the event of your death will be conveyed
to your heirs.
The Committee has authorized the Company's secretary to
circulate to all SFMT shareholders for a vote a formal stock option plan at the
earliest possible date. Upon confirmation of the plan, stock certificates will
be available upon exercise of your shares.
Please let me know if you have any questions with respect to
any of the above actions of the Compensation Committee.
Cordially,
/s/ Thomas M. Davidson
[Thomas M. Davidson
President and Chief
Executive Officer]